8-KOther Events

WELLTOWER INC. 8-K Report (Nov 14, 2003)

Filed November 14, 2003For Securities:WELL

Summary

This 8-K filing from Welltower Inc. (formerly Health Care REIT, Inc.) details modifications and new arrangements for insider stock sales under Rule 10b5-1 of the Securities Exchange Act of 1934. The company's Board of Directors previously authorized such plans to provide an affirmative defense against insider trading allegations. This filing specifically outlines updated trading plans for two key executives: Raymond W. Braun, President and Chief Financial Officer, and Erin C. Ibele, Vice President and Corporate Secretary. The modifications allow these executives to systematically sell company stock, acquired through options, over defined periods. Mr. Braun's updated plan permits the sale of up to 149,156 shares between December 15, 2003, and December 31, 2004, with monthly sales ranging from 9,559 to 22,000 shares. Ms. Ibele's new plan allows for the sale of up to 42,172 shares between February 1, 2004, and December 31, 2004, with monthly sales between 2,172 and 4,000 shares. Actual transactions under these plans will be reported on subsequent Form 4 filings.

Key Highlights

  • 1Welltower Inc. (WELL) filed an 8-K on November 13, 2003, detailing executive stock trading plans.
  • 2The filing focuses on the implementation of Rule 10b5-1 trading plans for key insiders.
  • 3Raymond W. Braun, President and CFO, modified his plan to sell up to 149,156 shares between December 15, 2003, and December 31, 2004.
  • 4Erin C. Ibele, VP and Corporate Secretary, entered a new plan to sell up to 42,172 shares between February 1, 2004, and December 31, 2004.
  • 5These plans allow for systematic exercise of stock options and subsequent sale of shares.
  • 6The plans are designed to comply with SEC insider trading rules, providing an affirmative defense.
  • 7All actual sales transactions will be reported on subsequent Form 4 filings.

Frequently Asked Questions

The main purpose of this 8-K filing is to inform investors about updated and new trading plans established by key executives of Welltower Inc. (then Health Care REIT, Inc.) under Rule 10b5-1 of the Securities Exchange Act of 1934. These plans allow for the pre-scheduled sale of company stock.

The executives involved are Raymond W. Braun, President and CFO, and Erin C. Ibele, Vice President and Corporate Secretary. Mr. Braun's modified plan allows for the sale of up to 149,156 shares between December 15, 2003, and December 31, 2004. Ms. Ibele's new plan permits the sale of up to 42,172 shares between February 1, 2004, and December 31, 2004.

These sales are conducted under pre-arranged Rule 10b5-1 trading plans. These plans are designed to allow executives to sell stock at predetermined times or prices, or based on other pre-set conditions, regardless of their knowledge of material non-public information at the time of the sale. This structure is intended to provide an affirmative defense against insider trading allegations and does not necessarily reflect current sentiment about the company's future performance.

The filing states that actual sales made under these plans will be reported by Mr. Braun and Ms. Ibele on Forms 4, which are publicly filed with the SEC. Investors can monitor these Form 4 filings for details on when and how many shares are actually sold.